Form 8-K Galileo Acquisition Corp For: Oct 22



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UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date
of earliest event reported): October 28, 2019 (October 22, 2019)

 

GALILEO ACQUISITION CORP.

(Exact name of registrant
as specified in its charter)

 

Cayman Islands 001-39092 N/A
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

 

1049 Park Ave. 14A
New York, NY 10028
(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including
area code: (347) 517-1041

 

Not Applicable
(Former name or former address, if changed since last report)

  

Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section
12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

 

Name of each exchange on

which registered

         
Units, each consisting of one Ordinary Share and one Redeemable Warrant   GLEO.U   The New York Stock Exchange
         
Ordinary Shares, par value $0.0001 per share   GLEO   The New York Stock Exchange
         
Warrants, each warrant exercisable for one Ordinary Share for $11.50 per share   GLEO WS   The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging
growth company 
x

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
¨

 

 

 

On October 22, 2019,
Galileo Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”)
of 13,800,000 units (the “Units”), including 1,800,000 Units (the “Over-Allotment Units”)
issued upon the exercise of the underwriters’ over-allotment option in full. Each Unit consists of one ordinary share of
the Company, par value $0.0001 per share (the “Ordinary Shares”) and one redeemable warrant of the Company
(“Warrant”), with each Warrant entitling the holder thereof to purchase one Ordinary Share for $11.50.
The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $138,000,000. 

 

On October 22, 2019,
simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”)
of an aggregate of 4,110,000 warrants (the “Private Placement Warrants”), 3,562,000 of which were issued
to Galileo Founders Holdings, L.P. (the “Sponsor”) and 548,000 of which were issued to EarlyBirdCapital,
Inc. (“EBC”) generating aggregate gross proceeds to the Company of $4,110,000.

 

A total of $138,000,000,
comprised of the net proceeds from the IPO, sale of the Over-Allotment Units and the proceeds of the sale of the Private Placement
Warrants were placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer &
Trust Company, acting as trustee on October 22, 2019.

 

An audited balance
sheet as of October 22, 2019 reflecting receipt of the proceeds upon consummation of the IPO, the Over-allotment Units and the
Private Placement, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

 

  

 

SIGNATURE

 

Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

 

  GALILEO ACQUISTION CORP.  
       
       
  By:   /s/ Luca Giacometti  
    Name: Luca Giacometti  
    Title: Chief Executive Officer  
       
Dated: October 28, 2019      

 

 

 

Exhibit 99.1

 

GALILEO ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENT

 

Page
Report of Independent Registered Public Accounting Firm F-2
Balance Sheet F-3
Notes to Financial Statement F-4

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

 

To the Shareholders and the Board of Directors
of Galileo Acquisition Corp.

 

Opinion on the Financial Statements

 

We have audited the
accompanying balance sheet of Galileo Acquisition Corp. (the “Company”) as of October 22, 2019, and the related notes
(collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in
all material respects, the financial position of the Company as of October 22, 2019, in conformity with accounting principles generally
accepted in the United States of America.

 

Basis for Opinion

 

This financial statement
is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit
in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is
not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our
audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such
opinion.

 

Our audit included performing
procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides
a reasonable basis for our opinion.

 

/s/ WithumSmith+Brown, PC

 

We have served as the Company’s auditor since 2019.

New York, New York
October 28, 2019

 

 

GALILEO ACQUISITION CORP.

BALANCE SHEET

OCTOBER 22, 2019

 

ASSETS      
Current assets      
Cash   $ 956,051  
Prepaid expenses and other current assets     22,000  
Total Current assets     978,051  
         
Cash held in Trust Account     138,000,000  
Total Assets   $ 138,978,051  
         
LIABILITIES AND SHAREHOLDERS’ EQUITY        
Current liabilities:        
Accrued expenses   $ 47,909  
Accrued offering costs     34,218  
Total Liabilities     82,127  
         
Commitments        
         
Ordinary shares subject to possible redemption, 13,389,592 shares at redemption value     133,895,920  
         
Shareholders’ Equity        
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding      
Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 4,010,408 shares issued and outstanding (excluding 13,389,592 shares subject to possible redemption)     401  
Additional paid-in capital     5,052,511  
Accumulated deficit     (52,908 )
Total Shareholders’ Equity     5,000,004  
Total Liabilities and Shareholders’ Equity   $ 138,978,051  

 

​The accompanying notes are an integral
part of these financial statement.

 

GALILEO ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENT

 

NOTE 1. ORGANIZATION AND PLAN OF BUSINESS OPERATIONS

 

Galileo Acquisition
Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on July 30, 2019. The Company
was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization
or other similar business combination with one or more businesses or entities (a “Business Combination”). The Company
is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.

 

As of October 22, 2019,
the Company had not yet commenced any operations. All activity through October 22, 2019 relates to the Company’s formation
and the preparation of the initial public offering (“Initial Public Offering”), which is described below. The Company
will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

 

The registration statement
for the Company’s Initial Public Offering was declared effective on October 17, 2019. On October 22, 2019, the Company consummated
the Initial Public Offering of 13,800,000 units (the “Units” and, with respect to the ordinary shares included in the
Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option
in the amount of 1,800,000 Units, at $10.00 per Unit, generating gross proceeds of $138,000,000 which is described in Note 3.

 

Simultaneously with
the closing of the Initial Public Offering, the Company consummated the sale of 4,110,000 warrants (the “Private Warrants”)
at a price of $1.00 per Private Warrant in a private placement to Galileo Founders Holdings, L.P. (the “Sponsor”) and
EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of $4,110,000, which is described in Note 4.

 

Transaction costs amounted
to $3,187,305, consisting of $2,760,000 of underwriting fees and $427,305 of other offering costs. In addition, $956,051 of cash
was held outside of the Trust Account (as defined below) and is available for working capital purposes.

 

Following the closing
of the Initial Public Offering on October 22, 2019, an amount of $138,000,000 ($10.00 per Unit) from the net proceeds of the sale
of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust
Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of
the Investment Company Act, with a maturity of approximately six months, or in any open-ended investment company that holds itself
out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company,
until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described
below.

 

The Company’s
management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and
the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating
a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together
have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (excluding taxes payable
on income earned on the Trust Account) at the time of the signing of an agreement to enter into a Business Combination. The Company
will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding
voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required
to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. There
is no assurance that the Company will be able to successfully effect a Business Combination.

 

The Company will provide
its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination
either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender
offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer
will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their Public Shares for a pro rata
portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned
on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The ordinary shares
subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial
Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities
from Equity.”

 

The Company will proceed
with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business
Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the
Business Combination. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business
or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such
redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer
documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing
a Business Combination.

 

GALILEO ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENT

 

Notwithstanding the
foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant
to the tender offer rules, the Company’s Amended and restated Memorandum and Articles of Association provides that a public
shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert
or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares.

 

The Sponsor and the
other initial shareholders (collectively, the “initial shareholders”) have agreed (a) to vote their Founder Shares
(as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination;
(b) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum and Articles
of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business
Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction
with any such amendment; (c) not to convert any Founder Shares (as well as any Public Shares purchased during or after the
Initial Public Offering) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve
a Business Combination (or sell any shares in a tender offer in connection with a Business Combination if the Company does not
seek shareholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and
Articles of Association relating to shareholders’ rights or pre-Business Combination activity and (d) that the Founder
Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However,
the initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares
purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination.

 

The Company will have
until July 22, 2021 (or up to October 22, 2021 if a definitive agreement with respect to a proposed Business Combination has been
executed by July 22, 2021) (the “Combination Period”). If the Company is unable to complete a Business Combination
within the Combination Period, it will trigger the automatic winding up, dissolution and liquidation pursuant to the terms of the
Company’s Amended and Restated Memorandum and Articles of Association. If the Company is forced to liquidate, the amount
in the Trust Account (less the aggregate nominal par value of the shares of the Company’s public shareholders) under the
Companies Law (2018 Revision) of the Cayman Islands (the “Companies Law”) will be treated as share premium which is
distributable under the Companies Law provided that immediately following the date on which the proposed distribution is proposed
to be made, the Company is able to pay the debts as they fall due in the ordinary course of business. If the Company is forced
to liquidate the Trust Account, the public shareholders would be distributed the amount in the Trust Account calculated as of the
date that is two days prior to the distribution (including any accrued interest, net of taxes payable).

 

In order to protect
the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company, if and to the extent any claims by a
vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed
entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.00 per share. This liability will not
apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or
to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial
Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will
not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility
that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service
providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities
with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind
in or to monies held in the Trust Account.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying financial
statement is presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

 

Emerging growth company

 

The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups
Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that
are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

GALILEO ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENT

 

Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not
have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt
out of such extended transition period which means that when a standard is issued or revised and it has different application dates
for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time
private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with
another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using
the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

Use of estimates

 

The preparation of financial
statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.

 

Making estimates requires
management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition,
situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could
differ significantly from those estimates.

 

Cash held in Trust Account

 

At October 22, 2019,
the assets held in the Trust Account were held in cash.

 

Ordinary shares subject to possible redemption

 

The Company accounts
for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)
Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as
a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that
features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain
events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are
classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered
to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at October 22,
2019, ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ equity
section of the Company’s balance sheet.

 

Offering costs

 

Offering costs consist
of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to
the Initial Public Offering. Offering costs amounting to $3,187,305 were charged to shareholders’ equity upon the completion
of the Initial Public Offering.

 

Income taxes

 

The Company complies
with the accounting and reporting requirements of ASC 740, “Income Taxes,” which requires an asset and liability approach
to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences
between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts,
based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation
allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

ASC Topic 740 prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken
or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be
sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s
only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any,
as income tax expense. There were no unrecognized tax benefits as of October 22, 2019 and no amounts accrued for interest and penalties.
The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation
from its position.

 

GALILEO ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENT

 

The Company may be subject
to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning
the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws.
The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the
next twelve months.

 

The Company is considered to be an exempted
Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income
tax filing requirements in the Cayman Islands or the United States.

Concentration of credit risk

 

Financial instruments
that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which
at times, may exceed the Federal depository insurance coverage of $250,000. At October 22, 2019, the Company had not experienced
losses on this account and management believes the Company is not exposed to significant risks on such account.

 

Fair value of financial instruments

 

The fair value of the
Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements
and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their
short-term nature.

 

Recently issued accounting standards

 

In July 2017, the
FASB issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities
from Equity (Topic 480) and Derivatives and Hedging (Topic 815): Part I. Accounting for Certain Financial Instruments with
Down Round Features; Part II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain
Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Part I of this update
addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features
of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing
of future equity offerings. Also, entities must adjust their basic Earnings Per Share (“EPS”) calculation for the effect
of the down round provision when triggered (that is, when the exercise price of the related equity-linked financial instrument
is adjusted downward because of the down round feature). That effect is treated as a dividend and as a reduction of income available
to common stockholders in basic EPS. An entity will also recognize the effect of the trigger within equity. The guidance is effective
for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company
adopted this guidance during the period ended October 22, 2019. The adoption of this guidance enabled the Company to record the
warrants as equity instruments and is not expected to have a material impact on the Company’s financial position, results
of operations, cash flows or disclosures moving forward until a trigger event occurs. Part II of this update addresses the
difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content
in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements
about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling
interests. The amendments in Part II of this update are not expected to have an impact on the Company.

 

Management does not
believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company’s financial statement.

 

NOTE 3. INITIAL PUBLIC OFFERING

 

Pursuant to the Initial
Public Offering, the Company sold 13,800,000 Units, at a purchase price of $10.00 per Unit, which includes the full exercise
by the underwriters of their over-allotment option in the amount of 1,800,000 Units at $10.00 per Unit. Each Unit consists of one
ordinary share and one warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one ordinary
share at an exercise price of $11.50 per share (see Note 7).

 

NOTE 4. PRIVATE PLACEMENT

 

Simultaneously with
the closing of the Initial Public Offering, the Sponsor and EarlyBirdCapital and its designees purchased an aggregate of 4,110,000
Private Warrants at $1.00 per Private Warrant, for an aggregate purchase price of $4,110,000. The Sponsor purchased an aggregate
of 3,562,000 Private Warrants and EarlyBirdCapital and its designees purchased an aggregate of 548,000 Private Warrants. Each Private
Warrant is exercisable to purchase one ordinary share at an exercise price of $11.50 per share (see Note 7). The proceeds from
the Private Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does
not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants will be used
to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire
worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Warrants.

 

GALILEO ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENT

 

The Private Warrants
are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants
(i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held
by the initial purchaser or any of its permitted transferees. If the Private Warrants are held by holders other than the initial
purchasers or any of their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the
holders on the same basis as the Public Warrants. In addition, the Private Warrants may not be transferable, assignable or saleable
until the consummation of a Business Combination, subject to certain limited exceptions.

 

NOTE 5. RELATED PARTY TRANSACTIONS

 

Founder Shares

 

In
August 2019, the
Company issued an aggregate of 2,875,000 ordinary shares (the “Founder Shares”) to the Sponsor
for an aggregate purchase price of $25,000. On October 17, 2019, the Company effected a share dividend of 0.2 of a share for each
ordinary share in issue, resulting in the Sponsor holding an aggregate of 3,450,000 Founder Shares. The Founder Shares include
an aggregate of up to 450,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment
is not exercised in full or in part, so that the initial shareholders will collectively own 20% of the Company’s issued and
outstanding shares after the Proposed Offering (assuming the initial shareholders do not purchase any Public Shares in the Proposed
Offering and excluding the Representative Shares (as defined in Note 7)). As a result of the underwriters’ election to fully
exercise their over-allotment option, 562,500 Founder Shares are no longer subject to forfeiture.

 

The initial shareholders
have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until (i) with
respect to 50% of the Founder Shares, the earlier of one year after the completion of a Business Combination and the date on which
the closing price of the ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations,
reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination
and (ii) with respect to the remaining 50% of the Founder Shares, one year after the completion of a Business Combination, or earlier,
in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, share exchange or other
similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares
for cash, securities or other property.

 

Promissory Note — Related Party

 

The Company’s
Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering. The
Promissory Note was non-interest bearing, unsecured and due on the earlier of March 31, 2020 or the closing of the Initial
Public Offering. The Promissory Note, in the outstanding amount of $93,798, was repaid upon the consummation of the Initial Public
Offering on October 22, 2019.

 

Administrative Services Agreement

 

The
Company entered into an agreement, commencing on October 17, 2019 through the earlier of the consummation of a Business
Combination or the Company’s liquidation, to pay Ampla Capital, LLC, an affiliate of the Company’s Chief
Financial Officer a monthly fee of approximately $3,000 for general and administrative services, including office space,
utilities and secretarial support.

 

Related Party Loans

 

In order to finance
transaction costs in connection with a Business Combination, the Initial Shareholders, the Company’s officers and directors
or their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required
(“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans
would either be paid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to
$1,000,000 of the Working Capital Loans may be converted into warrants at a price of $1.00 per warrant. The warrants would
be identical to the Private Warrants. In the event that a Business Combination does not close, the Company may use a portion of
the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would
be used to repay the Working Capital Loans. As of October 22, 2019, no Working Capital Loans were outstanding.

 

GALILEO ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENT

 

NOTE 6. COMMITMENTS

 

Registration Rights

 

Pursuant to a registration
rights agreement entered into on October 17, 2019, the holders of the Founder Shares, Private Warrants (and their underlying securities),
Representative Shares (as a defined in Note 7) and any securities that may be issued upon conversion of the Working Capital Loans
(and their underlying securities) will be entitled to registration rights. The holders of a majority of these securities are entitled
to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect
to exercise these registration rights at any time commencing three months prior to the date on which these shares are to be
released from escrow. The holders of a majority of the Representative Shares, Private Warrants (and underlying securities) and
securities issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights
at any time after the Company consummates a Business Combination. Notwithstanding anything herein to the contrary, EarlyBirdCapital
and/or its designees may only make a demand registration (i) on one occasion and (ii) during the five year period beginning
on the effective date of the Initial Public Offering. In addition, the holders will have certain “piggy-back” registration
rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear
the expenses incurred in connection with the filing of any such registration statements.

 

Business Combination Marketing Agreement

 

The Company engaged
EarlyBirdCapital as an advisor in connection with a Business Combination to assist the Company in locating target businesses, holding
meetings with its shareholders to discuss a potential Business Combination and the target business’ attributes, introduce
the Company to potential investors that are interested in purchasing securities, assist the Company in obtaining shareholder approval
for the Business Combination and assist the Company with its press releases and public filings in connection with a Business Combination.
The Company will pay EarlyBirdCapital a cash fee equal to 3.5% of the gross proceeds of the Initial Public Offering, or $4,830,000,
for such services only upon the consummation of a Business Combination. Of such amount, up to approximately 25% may be paid (subject
to the Company’s discretion) to third parties who are investment banks or financial advisory firms not participating in Initial
Public Offering that assist the Company in consummating its Business Combination. The election to make such payments to third parties
will be solely at the discretion of the Company’s management team, and such third parties will be selected by the management
team in their sole and absolute discretion.

 

Additionally, the Company
will pay EarlyBirdCapital a cash fee equal to 1.0% of the total consideration payable in the proposed Business Combination if it
introduces the Company to the target business with which the Company completes a Business Combination; provided that the foregoing
fee will not be paid prior to the date that is 90 days from the effective date of the Initial Public Offering, unless FINRA
determines that such payment would not be deemed underwriters’ compensation in connection with the Initial Public Offering
pursuant to FINRA Rule 5110(c)(3)(B)(ii).

 

NOTE 7. SHAREHOLDERS’ EQUITY

 

Preferred Shares — The
Company is authorized to issue 2,000,000 preferred shares with a par value of $0.0001 per share with such designation, rights and
preferences as may be determined from time to time by the Company’s Board of Directors. At October 22, 2019, there were no
preferred shares issued or outstanding.

 

Ordinary Shares — The
Company is authorized to issue 200,000,000 ordinary shares with a par value of $0.0001 per share. Holders of the ordinary
shares are entitled to one vote for each share. At October 22, 2019, there were 4,010,408 ordinary shares issued and outstanding,
excluding 13,389,592 ordinary shares subject to possible redemption.

 

Warrants — The
Public Warrants will become exercisable on the later of (a) the completion of a Business Combination and (b) 12 months
from the closing of the Initial Public Offering. No Public Warrants will be exercisable for cash unless the Company has an effective
and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus
relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable
upon the exercise of the Public Warrants is not effective within 90 days from the consummation of a Business Combination,
the holders may, until such time as there is an effective registration statement and during any period when the Company shall have
failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to the exemption
from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. If an exemption
from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public
Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

 

GALILEO ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENT

The Company may redeem the Public Warrants:

 

in whole and not in part;

 

at a price of $0.01 per warrant;

 

at any time while the Public Warrants are exercisable;

 

upon not less than 30 days’ prior written notice of redemption to each Public Warrant
holder;

 

if, and only if, the reported last sale price of the Company’s ordinary shares equals or
exceeds $18.00 per share, for any 20 trading days within a 30-trading day period ending on the third business day prior to the
notice of redemption to the warrant holders; and

 

if, and only if, there is a current registration statement in effect with respect to the ordinary
shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing
each day thereafter until the date of redemption.

 

If the Company calls
the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants
to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares
issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a capitalization of shares,
extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted
for issuances of ordinary shares at a price below their exercise price or issuance of potential extension warrants in connection
with an extension of the period of time for the Company to complete a Business Combination. Additionally, in no event will the
Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination
Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with
respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account
with the respect to such warrants. Accordingly, the warrants may expire worthless.

 

In addition, if 
(x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with
the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue
price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any
such issuance to the Sponsor, initial shareholders or their affiliates, without taking into account any Founder Shares held by
them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business
Combination, and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading
day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the
“Market Value”) is below $9.20 per share, the exercise price of a warrant will be adjusted (to the nearest cent) to
be equal to 115% of the greater of  (i) the Market Value or (ii) the price at which the Company issues the additional
ordinary shares or equity-linked securities.

 

Representative Shares

 

In August 2019, the
Company issued to the designees of EarlyBirdCapital 125,000 ordinary shares (the “Representative Shares”) for a nominal
consideration. On October 17, 2019, the Company effected a share dividend of 0.2 of a share for each ordinary share in issue, resulting
in EarlyBirdCapital holding an aggregate of 150,000 Representative Shares. The Company accounted for the Representative Shares
as an offering cost of the Proposed Offering, with a corresponding credit to shareholders’ equity. The Company estimated
the fair value of Representative Shares to be $1,137 based upon the price of the Founder Shares issued to the Sponsor. The holders
of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination.
In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion
of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such
shares if the Company fails to complete a Business Combination within the Combination Period.

 

The Representative Shares
have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following
the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s
NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale,
derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period
of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering,
nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective
date of the registration statement related to the Initial Public Offering except to any underwriter and selected dealer participating
in the Initial Public Offering and their bona fide officers or partners.

 

GALILEO ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENT

 

NOTE 8. SUBSEQUENT EVENTS

 

The Company evaluated
subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued.
Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in
the financial statement.

 





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